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Exhibit 10.6
LICENSE AGREEMENT
This License Agreement is entered into this 17th day of January, 1997,
(the "Effective Date") by and between Discovery Communications, Inc., a
corporation organized and existing under the laws of Delaware with its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
("DISCOVERY") and Omniview, Inc., a corporation organized and existing under the
laws of Tennessee with its principal place of business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("OMNIVIEW").
WHEREAS, OMNIVIEW has developed, manufactured and marketed, and owns
worldwide rights to products and processes for making, linking, and viewing
photobubbles;
WHEREAS, OMNIVIEW is the owner or licensee of photobubble technology
and intellectual property rights therein (hereinafter defined) covering
photobubbles and photobubble viewing and processes for making various
photobubbles, and is willing to grant to DISCOVERY exclusive and nonexclusive
worldwide rights and licenses under such technology in the fields and on the
terms and conditions herein set forth;
WHEREAS, MOTOROLA owns or may own certain patent rights to photobubble
technology and related or complementary technology, which MOTOROLA has licensed
to OMNIVIEW in an agreement between MOTOROLA and OMNIVIEW executed on January
17, 1997 and wherein OMNIVIEW was granted certain rights to sublicense the
technology;
WHEREAS, DISCOVERY is desirous of acquiring exclusive and nonexclusive
rights and licenses under the OMNIVIEW photobubble technology and the MOTOROLA
photobubble technology to make, use and sell products incorporating the
photobubble technology worldwide, in the fields defined herein and under the
terms and conditions of this Agreement;
WHEREAS, DISCOVERY desires to make, have made, use and sell products
and processes containing a plurality of relationally, intelligently and
sequentially linked audio-visual presentations for use and sale, in the retail
and educational markets, and wherein the audio-visual presentations are
relationally linked by topic and one or more of the linked audio-visual
presentations is a photobubble for purposes of presenting a story or narrative
about a theme, culture, historical event, expedition, place or individual;
WHEREAS, OMNIVIEW desires to develop five destination based travel
media using linked photobubble technology;
WHEREAS, DISCOVERY desires or may in the future wish to fund
development of products by OMNIVIEW and distribute such developed products
through DISCOVERY's distribution channels.
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NOW, THEREFORE, for and in consideration of the mutual promises and
undertakings and the payment of royalties herein contained, the parties hereto
have agreed and do hereby agree as follows:
1. DEFINITIONS.
1.1 "Photobubble" means an audio-visual presentation element,
specifically, a whole, half, third, quarter, sixth, or any other portion of a
spherical view, image or photograph or portion thereof including views, images,
or photographs constructed from one or more views, images, or photographs and
the presentation of all or a portion thereof in a manner wherein the user may
move within one of the defined views, images, or photographs and obtain a
perspective corrected view.
1.2 "Topic Linked Photobubbles" means photobubbles which are
relationally linked to audio-visual presentation elements based on a topical
relationship, including but not limited to the topics of theme, destination,
location, culture and history, and the creation thereof. Linking may be through
hot buttons, locations on a visual display, or other means of linking.
1.3 "Photobubble Technology" means all inventions, discoveries,
information, trade secrets, disclosures, publications, software, and other
intellectual property in existence or hereafter created, relating in any manner
to Photobubbles and Topic Linked Photobubbles including the creation and viewing
thereof.
1.4 "Licensed Patents" mean all of OMNIVIEW's United States and foreign
patents relating to or covering photobubble technology, now issued or issued
during the term of this Agreement together with all divisions, reissues,
reexaminations, continuations, renewals, and continuations in part, including
but not limited to those listed in Appendix A.
1.5 "Licensed Product(s)" means products which, in the course of
manufacture, use or sale would, in the absence of this Agreement, infringe one
or more claims of the Licensed Patents or the MOTOROLA Licensed Patents, or
products made, at least in part, by a Licensed Process (defined below), or
products made, at least in part, using OMNIVIEW's Technology, and including but
not limited to those products listed in Appendix B. Licensed Products include
relationally linked audio-visual presentations containing photobubbles.
1.6 "Licensed Process(es)" means processes which, in the course of
manufacture, use or sale would, in the absence of this Agreement, infringe one
or more claims of the Licensed Patents. Licensed Processes include the processes
for creating a photobubble, for creating links between photobubbles, and for
viewing photobubbles.
1.7 "OMNIVIEW Technology" means unpublished research and development
information, unpatented inventions, software, know-how related to making
photobubbles, trade secret formulas or information for creating or viewing
photobubbles, and technical data in the possession of OMNIVIEW at the effective
date of this Agreement or during the term of this
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Agreement which are incorporated into, arising from, or in any way related to,
the Licensed Products and photobubble technology. The OMNIVIEW Technology shall
include the technical information in all current and future patent applications,
manuals, formulas, specifications, drawings, designs, and all other information
actually communicated by OMNIVIEW to DISCOVERY during the term of this Agreement
in any form.
1.8 "MOTOROLA Licensed Patents" mean all MOTOROLA United States
patents, and all corresponding foreign patents now issued or issued during the
term of this Agreement together with all divisions, reissues, continuations,
renewals, and continuations in part, which relate to or cover the Licensed
Products, Licensed Processes, Photobubble Technology, OMNIVIEW Technology or
DISCOVERY Products (including but not limited to those patents and applications
listed in Appendix C), that are now or are in the future licensed to OMNIVIEW
(including those patents that are licensed from MOTOROLA to OMNIVIEW in that
certain Patent License Agreement between MOTOROLA and OMNIVIEW executed on the
same date herewith).
1.9 "Third Party Technology" means third party (including MOTOROLA)
unpublished research and development information, unpatented inventions,
software, know-how related to making photobubbles, trade secret formulas or
information for creating or viewing photobubbles, and technical data which
OMNIVIEW has a right to obtain or is in the possession of OMNIVIEW at the
effective date of this Agreement or during the term of this Agreement, which are
incorporated into, arising from, or in any way related to, the Licensed Products
and photobubble technology. Third Party Technology shall include the technical
information in all current and future patent applications, manuals, formulas,
specifications, drawings, designs, and all other information actually
communicated by any third party to OMNIVIEW before and during the term of this
Agreement in any form.
1.10 "Improvements" means any improved process or products, hardware or
software, whether or not patentable, relating to and within the scope of the
Photobubble Technology and which has been conceived and reduced to practice by
OMNIVIEW during the term of this Agreement, and which OMNIVIEW is lawfully
entitled to communicate to DISCOVERY for its use without breaching any
restrictions on use or disclosure owed to third parties.
1.11 "DISCOVERY Field" means Topic Linked Photobubbles, including
multimedia presentations used in a public or commercial location, where
photobubbles are relationally, intelligently or sequentially linked with other
photobubbles or media for purposes of presenting a story or narrative, whether
theme-based or detailing a specific destination, about a particular setting.
1.12 "Affiliates" means any entity the voting-stock of which is at
least 50% controlled by or under common control with a party to this Agreement.
1.13 "DISCOVERY Selected Destinations" means specific settings, places,
locations, destinations or the like selected by DISCOVERY for use in the
DISCOVERY Field, such as CD-ROM's depicting a city, village, building, monument,
structure, ship, museum, or the like.
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1.14 "R&D Titles" means multimedia presentations using Topic Linked
Photobubbles developed under a Research and Development Contract depicting
specific settings, places, locations, destinations or the like selected by
OMNIVIEW for development and to be used in the DISCOVERY Field, such as CD ROM's
depicting a city, village, building, monument, structure, ship, museum, or the
like.
1.15 "Stock Purchase Agreement" that certain Amended and Restated Stock
Purchase Agreement between MOTOROLA, OMNIVIEW, and DISCOVERY executed on
December 20, 1996.
2. GRANT OF PATENT AND TECHNOLOGY LICENSE, OTHER GRANTS.
2.1 (a) Grant of Initial Option for Exclusive License to OMNIVIEW
Patents and OMNIVIEW Technology in the DISCOVERY Field. From the Effective Date
of this Agreement until the grant of the exclusive license of Section 2.1(b),
unless DISCOVERY elects not to proceed with the Research and Development
Contract of Section 6.3, OMNIVIEW hereby grants to DISCOVERY an option to obtain
a worldwide exclusive license under the Licensed Patents and to the OMNIVIEW
Technology to make, have made, use, have used, sell and have sold Licensed
Products and Licensed Processes for Discovery Selected Destinations (to be
determined in accordance with Section 3.1). During the term of the option of
this section, Section 2.1(a), OMNIVIEW shall not license any destinations in the
Discovery Field without DISCOVERY's prior written approval.
(b) Grant of Renewable Exclusive License to OMNIVIEW Patents and
OMNIVIEW Technology. In exchange for the consideration set forth in
Section 6.3, and commencing 180 days from the date of this Agreement
and extending for two years, OMNIVIEW hereby grants to DISCOVERY a
renewable worldwide exclusive license under the Licensed Patents and to
the OMNIVIEW Technology to make, have made, use, have used and sell and
have sold the Licensed Products and Licensed Processes for DISCOVERY
Selected Destinations (to be determined in accordance with Section
3.1). At DISCOVERY's option, and in exchange for the consideration set
forth in Section 6.4, the exclusive license of Section 2.1(b) shall be
renewable for one year periods.
2.2 Grant of Nonexclusive License to OMNIVIEW Patents and OMNIVIEW
Technology. OMNIVIEW hereby grants to DISCOVERY a worldwide nonexclusive license
under the Licensed Patents and to the OMNIVIEW Technology to make, have made,
use, have used, sell and have sold the Licensed Products and Licensed Processes
in all fields including the DISCOVERY Field. Payment for such nonexclusive
license shall be in accordance with Section 6.1. Notwithstanding the foregoing,
OMNIVIEW may withhold such non-exclusive license to DISCOVERY on any product or
process that (i) is not made available by license to any other third party;
provided that OMNIVIEW shall provide to DISCOVERY any services offered with, or
using, the withheld product or process on a most favored licensee basis and at a
quality level that is at least
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equal to the quality of OMNIVIEW's own output, services, or products; or (ii) is
made available to a third party on an exclusive basis subject to the
notification and matching provisions of Section 8.2.
2.3 (a) Grant of Initial Option for a Sole Sublicense Under MOTOROLA
Licensed Patents and Third Party Technology in the DISCOVERY Field. From the
Effective Date of this Agreement until the grant of the exclusive license of
Section 2.1(b), unless DISCOVERY elects not to proceed with the Research and
Development Contract of Section 6.3, OMNIVIEW hereby agrees to grant solely to
DISCOVERY an option to obtain a worldwide sublicense under the MOTOROLA Licensed
Patents and to the Third Party Technology (to the extent Omniview has a right to
sublicense the Third Party Technology) to make, have make, use, have used, sell
and have sold the Licensed Products and Licensed Processes for Discovery
Selected Destinations (to be determined in accordance with Section 3.1) in the
DISCOVERY Field. During the term of the option of this section, section 2.3(a),
OMNIVIEW shall not sublicense any destinations in the Discovery Field.
(b) Grant of Renewable Sole Sublicense Under MOTOROLA Licensed Patents
and Third Party Technology. In exchange for the consideration set forth in
Section 6.3, and commencing 180 days from the date of this Agreement, and
extending for two years, OMNIVIEW hereby grants solely to DISCOVERY a renewable
worldwide sublicense under the MOTOROLA Licensed Patents and to the Third Party
Technology (to the extent Omniview has a right to sublicense the Third Party
Technology) to make, have made, use, have used, sell and have sold the Licensed
Products and Licensed Processes for Selected Destinations in the DISCOVERY
field. At DISCOVERY's option, and in exchange for the consideration set forth in
Section 6.4, the sole sublicense of Section 2.3(b) shall be renewable for one
year periods.
2.4 Grant of Nonexclusive Sublicense Under MOTOROLA Licensed Patents
and Third Party Technology. OMNIVIEW hereby grants to DISCOVERY a worldwide
nonexclusive sublicense under the MOTOROLA Licensed Patents and to the Third
Party Technology (to the extent Omniview has a right to sublicense the Third
Party Technology) to make, have made, use, have used, sell and have sold the
Licensed Products and Licensed Processes in all fields including the DISCOVERY
Field. Payment for such nonexclusive sublicense shall be in accordance with
Section 6.1.
2.5 Grant of Subsequent Options for Exclusive Licenses in Discovery
Field. Upon termination of the Initial Option of Sections 2.1(a) and 2.3(a),
OMNIVIEW hereby grants to DISCOVERY an option to obtain exclusive licenses
and/or sole sublicenses within the DISCOVERY Field of uses that OMNIVIEW has
offered a nonexclusive license to a third party. OMNIVIEW shall provide
DISCOVERY written notice in accordance with Section 8.2 of any such offer. If
DISCOVERY wishes to exercise its option to obtain an exclusive license and/or
sole sublicenses covering the use, DISCOVERY shall notify OMNIVIEW of its
intention within seven (7) days of receipt of such written notice and OMNIVIEW
shall negotiate in good faith to reach agreement on an exclusive license and/or
sole sublicense.
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2.6 Right to Sublicense Patents and Technology. The options and
licenses granted in paragraphs 2.1, 2.2, 2.3, 2.4 and 2.5 hereof expressly
include the right to grant worldwide sublicenses to Affiliates of DISCOVERY
under the same terms and conditions as set forth in this Agreement. Any such
sublicenses granted hereunder shall not continue beyond the term of this
Agreement.
2.7 OMNIVIEW, MOTOROLA, OMNIVIEW Licensee or Other Party is First to
Market. OMNIVIEW shall provide thirty (30) day prior written notice to DISCOVERY
of the wholesale or commercial release of any OMNIVIEW products which use
OMNIVIEW Technology. Also, OMNIVIEW shall provide thirty (30) day prior written
notice of any wholesale or commercial releases of Licensed Products by MOTOROLA,
licensees, or third parties of which it is aware. The notices of Section 2.7
shall be Confidential Information in accordance with Section 7 of this
Agreement.
2.8 Licensing of DISCOVERY Competitors. During those time periods in
which DISCOVERY is a shareholder of OMNIVIEW (provided there has been no Initial
Public Offering ("IPO") of OMNIVIEW shares or DISCOVERY has not sold at least
one-half of shares acquired under the Stock Purchase Agreement for a price per
share equal to or greater than the price Discovery paid under the Stock Purchase
Agreement), a licensee of OMNIVIEW, or both and for one (1) year thereafter,
OMNIVIEW shall not sell for use or license the photobubble technology or any
part thereof to the following companies: Arts & Entertainment Network (A&E),
Nickelodeon, National Geographic, ▇▇▇▇▇▇ Broadcasting, the TerraQuest on-line
website, The ▇▇▇▇ Disney Company (Disney) (except that OMNIVIEW shall be able to
sell for use or license the photobubble technology or any part thereof to The
▇▇▇▇ Disney Company only for use in animation or in connection with Disney-owned
theme parks), or their successors. This Section, Section 2.8, shall survive
termination of this Agreement and the terms of this section shall be
Confidential Information in accordance with Section 7 of the Agreement.
3. SELECTION AND DEVELOPMENT OF PRODUCTS FOR SELECTED DESTINATIONS.
3.1 Selection of Selected Destinations. If DISCOVERY elects to proceed
with the Research and Development Contract of Section 6.3, it shall have until
180 days from the date of this Agreement to select up to twelve (12)
destinations, the DISCOVERY Selected Destinations, and reserve exclusive rights
to these destinations in accordance with Section 2.1(b).
3.2 Development of Selected Destination Products. OMNIVIEW agrees that
it will use its best efforts to work with DISCOVERY, provide assistance and
training as required, provide timely processing, developing, linking and other
development and creation work necessary to complete Selected Destination
products for market in accordance with a Deliverables Schedule to be agreed
upon by the parties. OMNIVIEW shall provide any information needed by DISCOVERY
employees to design, create and assemble Selected Destination products for
market.
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3.3 Designated Key Person. Prior to selection of the DISCOVERY Selected
Destinations under Section 3.1, OMNIVIEW shall designate in a notice to
DISCOVERY a key person knowledgeable about photobubbles and linking of
photobubbles to provide assistance and be a single point of contact for
DISCOVERY employees.
3.4 Ownership of Selected Destination Products. All rights, title and
interest including Copyright of the Selected Destination products, shall be
owned solely by DISCOVERY. In connection therewith:
(a) Any and all literary, artistic, pictorial, graphic,
audiovisual, or other works of authorship that DISCOVERY furnishes to
OMNIVIEW, or that may have been developed with OMNIVIEW's cooperation
or contribution in the course of the performance of OMNIVIEW's tasks,
shall remain DISCOVERY's sole property; and OMNIVIEW promises it shall
not make any claims with respect thereto.
(b) OMNIVIEW agrees and acknowledges that, for purposes of
ownership pursuant to Section 201 of the U.S. Copyright Act (but not
for tax or any other purpose), that all the results and proceeds of
OMNIVIEW's services hereunder, including the copyrights in all works of
authorship in the Selected Destination products, shall be deemed works
made for hire for DISCOVERY, and that DISCOVERY or its assigns shall be
deemed the author of such results and proceeds and works made for hire.
(c) In the event the results and proceeds identified in the
preceding paragraph are found not to be works for hire, then OMNIVIEW
agrees to assign and hereby assigns and transfers all right, title and
interest in them throughout the world, including the copyrights in all
works of authorship, to DISCOVERY for good and valuable consideration,
receipt of which OMNIVIEW hereby acknowledges. To effectuate such
assignment, OMNIVIEW hereby grants DISCOVERY a limited irrevocable
power of attorney to execute any necessary documents to evidence the
assignment. When requested, OMNIVIEW agrees to cooperate with DISCOVERY
in preparing Certificates of Originality in a form satisfactory to
DISCOVERY and DISCOVERY's legal counsel for works of authorship
including computer code (not including any previously existing computer
code) or computer images acquired, developed or compiled by OMNIVIEW
services under this agreement.
3.5 Training. OMNIVIEW shall train such employees of DISCOVERY as
DISCOVERY deems necessary in the OMNIVIEW patents, OMNIVIEW Technology, the
MOTOROLA Licensed Patents and the Third Party Technology and the use thereof to
take spherical pictures and capture spherical images used in photobubbles, and
to design photobubble products. OMNIVIEW shall provide the first 16 hours of
such training to DISCOVERY at no expense. DISCOVERY shall pay for any additional
training at reasonable hourly rates on a most favored nation basis.
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3.6 Software Tool Box. If at any time during the term of this
Agreement, OMNIVIEW shall distribute one or more software tools, software
developer's kits, or tool boxes permitting others to create or use Photobubble
Technology including the processing, creating, linking or viewing of
photobubbles, DISCOVERY shall be immediately granted the same rights and
permitted to purchase, use or license such tool box(es) at the lowest cost and
on the same terms as offered to any other OMNIVIEW customer. DISCOVERY shall be
permitted to use any such tools, kits, or boxes in the development of the
Selected Destination products.
4. IMPROVEMENTS.
4.1 OMNIVIEW Improvements. OMNIVIEW shall, during the term of this
Agreement and for a period of two (2) years thereafter, promptly and fully
disclose to DISCOVERY all Improvements which have been conceived and reduced to
practice by OMNIVIEW relating in any manner to the Photobubble Technology. Any
and all such Improvements shall be and remain the property of OMNIVIEW, but
shall be included in the OMNIVIEW Technology. Any patents obtained by OMNIVIEW
on Improvements made by OMNIVIEW shall be included in the Licensed Patents.
4.2 DISCOVERY Requests for Improvements. If DISCOVERY requests OMNIVIEW
in writing to develop an improvement in photobubble technology, OMNIVIEW shall
use its best efforts to develop such improvement. DISCOVERY shall reimburse
OMNIVIEW for all reasonable costs incurred in developing such improvements.
5. TRANSFER OF OMNIVIEW TECHNOLOGY AND MOTOROLA LICENSED PATENTS AND THIRD
PARTY TECHNOLOGY.
5.1 Deliveries of OMNIVIEW Technology. In the event that under Section
3.2 of this Agreement OMNIVIEW is unable to provide services or meet the
delivery terms in the Deliverables Schedule, subject to the terms and conditions
of this Agreement, OMNIVIEW shall, within sixty (60) days after receiving notice
from DISCOVERY, commence disclosure to DISCOVERY of the OMNIVIEW Technology
related to the Discovery Field and for use only in connection therewith (all
rights, title and interest to remain with OMNIVIEW), by delivering to DISCOVERY
copies of all necessary documents and information enabling DISCOVERY to practice
the OMNIVIEW Technology including, but not limited to: object code, photobubble
processing software, software tools, software developer's kits, tool boxes, the
OMNIVIEW Technology documents, specifications, and drawings in OMNIVIEW's
possession. In the event that disclosure occurs under this Section 5.1, OMNIVIEW
shall escrow its source code with a third party of OMNIVIEW's choosing and
provide evidence of such escrow to DISCOVERY. In the event that disclosure under
this Section 5.1 occurs and even with the disclosure DISCOVERY in its opinion is
unable to practice the OMNIVIEW Technology related to the Discovery Field,
OMNIVIEW shall either perform the services requested by DISCOVERY or a service
provider selected by OMNIVIEW will perform the services requested by DISCOVERY
at OMNIVIEW's expense. If in the opinion of the selected service provider access
to OMNIVIEW's source code is necessary to complete the services requested
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by DISCOVERY, OMNIVIEW shall provide the selected service provider access to
OMNIVIEW's source code.
5.2 Deliveries of MOTOROLA Licensed Patents and Third Party Technology.
In the event that under Section 3.2 of this Agreement OMNIVIEW is unable to
provide services or meet the delivery terms in the Deliverables Schedule,
subject to the terms and conditions of this Agreement, OMNIVIEW shall, within
sixty (60) days after receiving notice from DISCOVERY, commence disclosure to
DISCOVERY of the MOTOROLA Licensed Patents and Third Party Technology (to the
extent that Omniview may disclose Third Party Technology without breaching a
written agreement), by delivering to DISCOVERY copies of all necessary documents
and information enabling DISCOVERY to practice the MOTOROLA Licensed Patents and
Third Party Technology, including, but not limited to, algorithms, logarithms,
source code, object code, Third Party Technology documents, and all disclosure
documents, all pending applications and all related patent applications for the
MOTOROLA Licensed Patents, and drawings in OMNIVIEW's possession. In the event
that disclosure occurs under this Section 5.2, OMNIVIEW shall escrow any Third
Party Technology source code that may be needed by DISCOVERY, for the purpose of
meeting the delivery terms in the Delivery Schedule, with an escrow agent of
OMNIVIEW's choosing and provide evidence of such escrow to DISCOVERY. In the
event that disclosure under this Section 5.2 occurs, and even with the
disclosure, DISCOVERY in its opinion is unable to practice the MOTOROLA Licensed
Patents and Third Party Technology related to the Discovery Field, OMNIVIEW
shall either perform the services requested by DISCOVERY or a service provider
selected by OMNIVIEW will perform the services requested by DISCOVERY at
OMNIVIEW's expense. If in the opinion of the selected service provider access to
Third Party Technology source code is necessary to complete the services
requested by DISCOVERY, OMNIVIEW shall provide the selected service provider
access to Third Party Technology source code.
6. COMPENSATION, REVENUE SHARING AND PAYMENTS.
6.1 Payment. Except for the R&D Titles, for each Licensed Product
including the Selected Destination products, that DISCOVERY intends to use,
sell, or otherwise dispose of, DISCOVERY shall pay to OMNIVIEW either a one time
photobubble processing fee or a one time license fee on a per-photobubble basis
for a paid-up license under the Licensed OMNIVIEW and MOTOROLA Patents and
Licensed OMNIVIEW Technology and Third Party Technology rights granted under
Section 2. Such one time fees shall be at the lowest cost and on the most
favorable terms offered to any other OMNIVIEW customer.
6.2 Revenue Sharing. The wholesale revenue from (wholesale) sale of
each R&D Title developed under the Research and Development Contract of Section
6.3 shall be distributed in the following manner, first, from the wholesale
revenue of each good sold, the cost of each good shall be paid to the party
which bore the cost for the production of the good including insurance,
shipping, and foreign exchange costs and the like, second, the remaining revenue
for each good or net receipts
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shall be shared equally between DISCOVERY and OMNIVIEW. An R&D Title shall be
designated as being sold on the date the invoice therefor is paid.
6.3 Consideration for Exclusivity. To acquire the exclusive licenses
set forth in paragraphs 2.1(b) and 2.3(b), DISCOVERY shall offer OMNIVIEW a
Research and Development Contract in accordance with the terms set forth in this
section, Section 6.3. DISCOVERY shall have until 90 days from the date of this
Agreement to notify OMNIVIEW of an offer to OMNIVIEW of a Research and
Development Contract with a contract price of two-hundred thousand dollars
($250,000) to acquire the exclusivity of the licenses. In the event DISCOVERY
offers the Research and Development Contract, OMNIVIEW may select up to five (5)
destinations in the field of destination-based travel for the R&D Titles. If
OMNIVIEW selects any destinations which DISCOVERY provides notice of objection
to, because the destination is the same as or similar to one of DISCOVERY's
Selected Destinations, then OMNIVIEW shall select another destination. Such
Research and Development Contract shall have performance payments of no more
than fifty thousand dollars ($50,000) up to a total of no more than $250,000
over a performance period of up to two years based on the achievement of
mutually agreed upon performance requirements. Such agreement shall provide that
OMNIVIEW will develop at least five R&D Titles in the field of destination-based
Travel. DISCOVERY shall provide creative guidance on the content for the
development of the R&D Titles, and DISCOVERY shall use its business judgment to
distribute the R&D Titles. Upon each of the R&D Titles meeting the performance
requirements, DISCOVERY shall make the earned performance payment of up to fifty
thousand dollars ($50,000) and shall have, subject to the revenue sharing
provisions of Section 6.2, a paid-up license and own all right, title and
interest including copyright to the R&D Titles. Subject to the marking
provisions of this Agreement, DISCOVERY shall have the full and unfettered right
to label or brand the R&D Titles as it chooses. Continuation of the Research and
Development Contract shall be at the sole option of DISCOVERY. DISCOVERY shall
be permitted, at any time and for any reason, or no reason, to terminate all
obligations under the Research and Development Contract. Ninety (90) days after
such termination, the exclusive licenses of Sections 2.1(b) and 2.3(b) shall
terminate, provided however, DISCOVERY shall have the further option of
maintaining exclusive license rights to the DISCOVERY Selected Destinations by
paying the balance of the performance payments up to a cumulative total of
two-hundred-fifty thousand dollars ($250,000). If no such performance payments
are made, all licenses under Sections 2 shall remain non-exclusive. DISCOVERY
and OMNIVIEW will use their best efforts to negotiate in good faith the
remaining terms of such Research and Development Contract. If DISCOVERY fails to
offer to OMNIVIEW a Research and Development Contract, the exclusive sections of
this license agreement shall become nonexclusive until such a contract is
offered or full payment is made without such a contract.
6.4 Consideration for Renewal of Exclusive Licenses. If DISCOVERY
requests renewal of the exclusive licenses granted hereunder or additional
exclusive licenses for DISCOVERY Selected Destinations, OMNIVIEW and DISCOVERY
shall in good faith negotiate the terms for such renewal.
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7. CONFIDENTIALITY.
7.1 Confidentiality. The term "Confidential Information" means any
information from OMNIVIEW, OMNIVIEW Information, or information from DISCOVERY,
DISCOVERY Information, including trade secrets on photobubbles, know-how
relating to making and using photobubbles, and the information listed in
Appendix D, which is furnished by a disclosing party in connection with the
purpose of this Agreement, which is considered proprietary and maintained in
confidence by the disclosing party, and is furnished by the disclosing party to
the receiving party hereunder in written or other tangible form and is clearly
marked as being confidential or, if disclosed in an intangible form, summarized
in writing, marked confidential, and sent to the receiving party within sixty
(60) days after such disclosure. Confidential Information shall expressly
include any analysis, compilations, studies or other documents or records which
are generated or derived from the foregoing Confidential Information. Any report
or other documents resulting from this Agreement, including the substance of
this Agreement, shall be deemed Confidential Information. It is understood that
the parties do not desire to receive any other confidential information from the
other party and accordingly, with respect to any other information provided, no
party shall have any confidential obligation unless, prior to disclosure, such
information is added to Appendix D and initialed by authorized representatives
of the receiving party.
7.2 Nondisclosure. For a period of five (5) years from the Effective
Date of this Agreement, each party shall keep the Confidential Information in
strict confidence and shall not disclose it to unrelated third parties or to any
of its employees except those employees of the receiving party, employees of
related or affiliated companies, agents or representatives who have a need to
know the Confidential Information for the purpose of this Agreement and who
agree to keep such information confidential. Each party agrees to be responsible
for any breach of this Section 7.2 by its representatives and agents. Each party
further agrees to exercise the same degree of care the receiving party uses to
protect its own confidential information of a similar nature and take reasonable
steps to prevent disclosure of the Confidential Information to prevent it from
falling into the public domain or the possession of unauthorized persons. Each
party shall advise the other party in writing of any misappropriation or misuse
of the other party's Confidential Information of which the notifying party may
become aware.
7.3 Exceptions. Whether or not listed on Appendix D, this Agreement
shall impose no obligation upon the receiving party with respect to any
information, technical data or know-how of the furnishing party which (i) is now
or which subsequently becomes generally known or available; (ii) is known to the
receiving party at the time of receipt of same from the furnishing party; (iii)
is provided by the furnishing party to a third party without restriction on
disclosure; (iv) is subsequently rightfully provided to the receiving party by a
third party without restriction on disclosure; (v) is independently developed by
or for the receiving party provided the person or persons developing same for
the receiving party have not had access to the Confidential Information of the
furnishing party; (vi) is approved for release by written authorization of the
furnishing party; (vii) is disclosed through supply or sale of products or the
licensed or authorized use of products incorporating the Confidential
Information, where the disclosure does not otherwise constitute a
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12
breach of this Agreement by a receiving party under this Agreement; or (viii) is
disclosed pursuant to the requirement or request of a governmental agency or
disclosure is required by operation of law, provided the furnishing party is
given reasonable advance notice of such requirement or required disclosure if
possible.
7.4 OMNIVIEW Information. Any and all written or other information
disclosed to DISCOVERY by OMNIVIEW, including OMNIVIEW Technology information,
shall be and remain the property of OMNIVIEW and DISCOVERY agrees to promptly
return all such information including any copies thereof or other documents
including any such information as a part thereof, to OMNIVIEW upon termination
of this Agreement.
7.5 Confidentiality Obligations. Each party shall comply with each of
the provisions of confidentiality in paragraphs 7.1 through 7.4 in connection
with any disclosures of confidential information made hereunder.
7.6 Independent Creation. Nothing in this Agreement shall prevent the
receiving party from licensing or purchasing hardware or software from any other
third party or independently creating and developing hardware or software, and
the receiving party may develop, procure, market and distribute products or
services at any time which may be competitive with the disclosing party's
products or services provided such technology or activity does not infringe upon
the disclosing party's intellectual property rights including DISCOVERY's
exclusive license rights herein.
8. REPORTS AND MOST FAVORED LICENSE.
8.1 Most Favored License. If OMNIVIEW grants another license for the
Licensed Patents, MOTOROLA Patents, OMNIVIEW Technology, Third Party Technology
or any other rights granted under this Agreement or related to rights granted or
denied under this Agreement, which specifically includes payment provisions more
favorable than the payment provisions of this Agreement, then OMNIVIEW shall
promptly notify DISCOVERY of such license, DISCOVERY shall have thirty (30) days
to notify OMNIVIEW whether DISCOVERY desires to have the most favored payment
provisions for similar photobubble creation or application.
8.2 Reports on Licenses to Third Parties. OMNIVIEW shall provide
DISCOVERY with a monthly report setting forth all ongoing negotiations for
exclusive and non-exclusive Licenses, including a description of the proposed
terms of such licenses. DISCOVERY may, within five (5) days of receiving such
report, reserve the right to match any offer outside the DISCOVERY field, such
right to match to be exercised within ten (10) days of notice of a bona fide
offer. For any exclusive license in the Discovery Field, Discovery shall have
the additional right to match (such terms as are susceptible to matching) such
license within 30 days of notice of a bona fide offer. In addition, under no
circumstances shall OMNIVIEW enter into any license without giving DISCOVERY at
least five (5) days prior written notice.
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13
9. TERM AND TERMINATION.
9.1 Term. The term of this Agreement shall begin on the Effective Date
and shall end upon the expiration date of the last Licensed Patent to expire,
subject to earlier termination in accordance with paragraph 9.2. Upon the
expiration date of the last Licensed Patent to expire, DISCOVERY's duty to
continue paying sums under paragraph 6.2 shall prospectively cease with respect
to any Sales occurring on or after the expiration date of the last Licensed
Patent. The following sections of this Agreement shall survive expiration or any
termination of this Agreement: 2.8, 7, 9.3, 11 and 13.
9.2 Termination. This Agreement shall continue in force unless
terminated under any applicable section of this Agreement. In the event of a
material breach of this Agreement by DISCOVERY, OMNIVIEW may cancel this
Agreement by giving thirty (30) days prior written notice thereof; provided that
this Agreement shall not terminate if DISCOVERY has cured the breach of which it
has been notified prior to the expiration of the thirty (30) days. DISCOVERY
shall have the right to terminate this Agreement without cause for any reason,
or for no reason, upon thirty (30) days advance written notice.
9.3 Effect of Termination. In the event of any termination under
Section 9.2, DISCOVERY shall promptly discontinue all making, using or selling
of Licensed Products and discontinue all use and disclosure of the OMNIVIEW
Technology and Improvements except for manufacture of supplies for, and
uncompleted inventory of, the Licensed Products on hand as ordered, pursuant to
bona fide orders, prior to the date of notice of termination, provided DISCOVERY
shall duly remit payments to OMNIVIEW in accordance with Section 6 with respect
to any resulting Licensed Products sold after termination. DISCOVERY shall not
further use or copy any Confidential Information contained in the OMNIVIEW
Technology and shall promptly return all OMNIVIEW Technology to OMNIVIEW.
10. INFRINGEMENT ACTIONS.
10.1 Notice. If any third party shall, in the reasonable opinion of
either party, misappropriate any trade secret, or infringe any of the Licensed
Patents or other proprietary rights relating to the OMNIVIEW Technology or
Improvements, such party shall promptly notify the other party.
10.2 Infringement. If any third party, without a license or right under
the Licensed Patents or OMNIVIEW Technology, shall produce products or use
processes coming within the definition of the Licensed Products or OMNIVIEW
Technology and if:
(i) DISCOVERY shall give the OMNIVIEW written notice as required
under paragraph 10.1; and
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14
(ii) DISCOVERY requests that suit be brought against such third party
because of such infringement or misappropriation; and
(iii) DISCOVERY supplies OMNIVIEW an opinion from a qualified law firm
that such third party is infringing a Licensed Patent or misappropriating
OMNIVIEW Technology; and
(iv) OMNIVIEW fails to bring such suit or obtain discontinuance of such
infringement or misappropriation; and
(v) Sales of said third party products is of such volume as to produce,
if licensed, royalties of at least ten thousand dollars ($10,000) per year;
then, in such case DISCOVERY shall be permanently relieved of the payment of
royalties on a per bubble or per unit basis (i.e. bubbles shall be sold at cost
without a one-time royalty payment included or built-in to the price of the
bubble) that would otherwise accrue from the time conditions (i) through (vi)
are all satisfied until the day OMNIVIEW shall bring suit against an infringer
or shall obtain discontinuance of said infringement, with respect only as to the
Licensed Patents or OMNIVIEW Technology said to be infringed or misappropriated,
respectively.
10.3 Enforcement by DISCOVERY. OMNIVIEW fails to bring suit or obtain
discontinuance of an infringement or misappropriation, nothing in Section 10.2
shall prevent DISCOVERY from bringing suit or obtaining discontinuance of such
infringement or misappropriation or otherwise enforcing the Licensed Patents and
OMNIVIEW Technology. In the event DISCOVERY chooses to undertake such suit or
enforcement, DISCOVERY shall retain any recovery, damages or royalties
therefrom. In any infringement suit arising hereunder, the party not initiating
such suit shall, at the request of the other party, provide all reasonable
cooperation.
11. INDEMNIFICATION.
11.1 Indemnification. OMNIVIEW shall indemnify and hold harmless
DISCOVERY, its subsidiaries, distributors, Affiliates, and their stockholders,
directors, officers, employees, agents and assignees, manufacturers, suppliers,
and customers from any loss, claim, liability, costs or expenses (including
attorneys' fees) or damage arising from or as a result of Licensed Products or
Licensed Processes (except to the extent DISCOVERY alters, modifies, changes or
adds to the Licensed Products or Licensed Processes) made, used, offered for
sale, or sold under DISCOVERY's exercise of the rights granted to it by this
Agreement. This indemnity survives any termination of this Agreement.
11.2 Defense of Suits. OMNIVIEW shall, at its own expense, defend any
suit instituted against DISCOVERY, its subsidiaries, Affiliates, distributors,
or their stockholders, directors, officers, employees, agents or assignees,
manufacturers, suppliers, or customers which is based on
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15
an allegation that Licensed Products or Licensed Processes made, used, or sold
by DISCOVERY infringe any patent or other intellectual property right of any
third party, and OMNIVIEW shall indemnify, hold harmless and defend against a
judgment of any court if it is determined therein that any such Licensed Product
constitutes an infringement of any patent or other intellectual property right
of any third party. OMNIVIEW shall be permitted to control the defense of such
suit and has the affirmative obligation to diligently and effectively defend any
claim. If OMNIVIEW fails to diligently and effectively defend against any such
suit, at its option, DISCOVERY may defend and control the defense of such suit,
at OMNIVIEW's expense. Each party agrees to advise the other of claims of
infringement, which may come to its attention, which are based on allegations
that Licensed Products or Licensed Processes infringe.
12. GOVERNMENT AUTHORIZATION.
12.1 Export Authorization. OMNIVIEW agrees to obtain all necessary
export licenses and authorizations, if any, for use of the OMNIVIEW Technology
worldwide.
12.2 Other Authorization. OMNIVIEW agrees to obtain all governmental
authorizations which may or shall be required for use of the OMNIVIEW Technology
in the United States and worldwide.
13. WARRANTY.
13.1 OMNIVIEW warrants that it is the sole, exclusive, and absolute
owner of all the right, title and interest in and to the OMNIVIEW Licensed
Patents and OMNIVIEW Technology. OMNIVIEW warrants that it has obtained all
required consents and assignments and has full right, power and authority to
license the Licensed Patents and OMNIVIEW Technology and MOTOROLA Licensed
Patents to DISCOVERY according to the terms of this Agreement.
13.2 OMNIVIEW warrants and represents that the Licensed Patents were
not fraudulently procured from the Patent and Trademark Office and that OMNIVIEW
has no knowledge of any circumstances that render any of the Licensed Patents
invalid.
13.3 OMNIVIEW represents that, to the best of its knowledge, the
OMNIVIEW Technology does not infringe upon the patent, copyright, trademark,
ownership or other proprietary rights of any individual, partnership,
corporation or other entity.
13.4 OMNIVIEW represents that it is not aware of any asserted or
unasserted claim or demand against the Licensed Patents or OMNIVIEW Technology
or any licenses granted herein, or that could or would in anyway impede or
interfere with the license granted herein or DISCOVERY's research, development,
use, manufacture or marketing of the Licensed Product or Licensed Processes.
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16
13.5 OMNIVIEW warrants and represents that it has entered into a valid
license Agreement with MOTOROLA under any and all of MOTOROLA's patents relating
to the Licensed Products and has the right to grant sublicenses to DISCOVERY
under such MOTOROLA patents. OMNIVIEW warrants and represents that its agreement
with MOTOROLA does not prevent OMNIVIEW from granting DISCOVERY the rights
granted by this Agreement, subject to compliance with Section 5(p)(8) of the
Stock Purchase Agreement.
13.6 OMNIVIEW warrants and represents that it is not aware of any
patents which would be infringed in carrying out the terms of this Agreement.
OMNIVIEW represents that is not aware of any third party which has rights to
intellectual property which could prevent DISCOVERY from making, using, or
selling the Licensed Products and Licensed Processes. In particular, OMNIVIEW is
not aware of any rights owned by a third party which could or might be asserted
to exclude or prevent DISCOVERY from exploiting the Licensed Patents or Licensed
Processes in the DISCOVERY Field of use or from using hot buttons or other
links.
13.7 OMNIVIEW warrants and represents that is not aware of any
intellectual property or development of intellectual property or any activity of
others which might or could be asserted to prevent DISCOVERY from making, using,
or selling the Licensed Products or Licensed Processes.
14. PATENT PROSECUTION, MAINTENANCE, AND INTERFERENCE.
14.1 Prosecution. OMNIVIEW shall continue the prosecution of all
pending applications for patents, both in the United States and foreign
countries, to appeal or issuance, and shall notify DISCOVERY of any actual
change in the status or any decision to change the status thereof prior to any
decision to change the status.
14.2 Maintenance. OMNIVIEW shall timely make all maintenance fee and
annuity payments on all Licensed Patents and shall maintain such patents in good
standing.
14.3 Interference. If an OMNIVIEW Patent is called into question in an
interference proceeding with a third party (including MOTOROLA), OMNIVIEW shall
not conclude any agreement for settling such interference proceeding with such
third party on terms which would not permit licensing or sublicensing the same
rights on the same terms under any patent issued to such third party to
DISCOVERY.
15. GENERAL.
15.1 Status of Parties. OMNIVIEW is and shall at all times be an
independent contractor and shall not be deemed an employee or agent of
DISCOVERY. Nothing in this Agreement shall be deemed to create a partnership or
joint venture between the parties.
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17
15.2 Complete Agreement. This Agreement contains the complete agreement
between the parties and shall, as of the effective date hereof, supersede all
other agreements, if any, between the parties relating to the Licensed Products.
The parties stipulate that neither of them hath made any representation with
respect to the subject matter of this Agreement or the execution and delivery
hereof except such representation as are specifically set forth herein. Each of
the party hereto acknowledges that they have relied on their own judgment in
entering into this Agreement.
15.3 Modifications. No modification, amendment, supplement to or waiver
of this Agreement shall be binding upon the parties hereto unless made in
writing and duly signed by both parties.
15.4 Waiver. A failure of either party to exercise any right provided
for herein shall not be deemed a waiver of any right under this Agreement.
15.5 Assignment. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the respective parties.
Neither party shall assign this Agreement in whole or in part without the prior
written consent of the other party and any such attempted assignment shall be
null and void except that, DISCOVERY shall have the right to assign this
Agreement without the consent of OMNIVIEW to an affiliate, subsidiary, or to a
purchaser of all or substantially all of DISCOVERY's assets.
15.6 Severability. If any one or more of the provisions of this
Agreement is unenforceable, the enforceability of the remaining provisions shall
be unimpaired.
15.7 Force Majeure. Neither OMNIVIEW nor DISCOVERY shall be held
responsible for any delay or failure in the performance of this Agreement to the
extent such delay or failure is caused by fire, flood, explosions, war, embargo,
governmental action or failure to act, the act of any civil or military
authority, acts of God, inability to secure transportation facilities, acts or
missions of carriers, power outages, or by any other causes beyond its control
whether or not similar to the foregoing, provided that the hindered Party (a)
notifies the other party of such cause, (b) exercises reasonable effort to cure
such delay or failure and resume performance, and (c) excuses performance by the
other party during the period of such delay or failure.
15.8 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Tennessee.
15.9 Marking. DISCOVERY agrees to ▇▇▇▇ all Licensed Products sold or
otherwise disposed of by it under the patent license granted in this Agreement
with the word "Patent(s)" and the number(s) of the Licensed Patent(s) applicable
thereto, and with any Copyright and Trademark notices applicable thereto. With
respect to Licensed Products made using a Licensed Process, DISCOVERY agrees to
respond to any request for disclosure under 35 U.S.C. ss. 287 (4)(B) by
notifying OMNIVIEW of the request for disclosure.
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18
15.10 Cooperation. Each party shall execute any instruments reasonably
believed by the other party to be necessary to implement the provisions of this
Agreement.
15.11 Notices. Any notice which either party desires or is obligated to
give to the other party hereunder shall be in writing and delivered personally
or sent by air mail, postage prepaid and addressed to the last known address of
the party which the notice is intended. As of the date hereof, any notice to be
given to OMNIVIEW shall be addressed to:
OMNIVIEW INC.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
As of the date hereof, any notice to be given to DISCOVERY shall be addressed
to:
DISCOVERY COMMUNICATIONS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: General Counsel
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed in duplicate, to be effective as of the date first written above, by
its duly authorized representative.
OMNIVIEW DISCOVERY
Omniview, Inc. Discovery Communications, Inc.
By: /s/ H. ▇▇▇ ▇▇▇▇▇▇ By: /s/ C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------- ---------------------------------
Name: H. ▇▇▇ ▇▇▇▇▇▇ Name: C. ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------- -------------------------------
Title: President Title: Senior Vice President
------------------------------ ------------------------------
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APPENDIX A
OMNIVIEW PATENTS AND PATENT APPLICATIONS
Patents:
1. U.S. Patent No. 5,185,667
2. U.S. Patent No. 5,313,306
3. U.S. Patent No. 5,359,363
4. U.S. Patent No. 5,384,588
Pending Patent Applications:
1. 08/339,663 filed November 14, 1994 - entitled "System for Omnidirectional
Image Viewing at a Remote Location Without the Transmission of Control Signals
to Select Viewing Parameters."
2. 08/373,446 filed January 17, 1995 - entitled "Method for Directly Scanning an
Imaging Element Using a Non-linear Scan."
3. 08/373,434 filed January 17, 1995 - entitled "Method for Eliminating Temporal
and Spacial Distortion from Interlaced Video Signals."
4. 08/386,912 filed February 8, 1995 - entitled "Omniview Motionless Camera
Orientation System."
5. 08/494,599 filed June 23, 1995 - entitled "Method and Apparatus for
Simultaneous Capture of a Spherical Image."
6. 08/516,629 filed August 18, 1995 - entitled "Method and Apparatus for the
Interactive Display of any Portion of a Spherical Image."
7. Serial No. not assigned, filed December 17, 1996, Docket No. 01096.57548 -
entitled "Method and Mechanism for Automatic Opposing Alignment of Photographic
Image Capture."
8. (Reissue) 08/662,410 filed July 12, 1996 - entitled "Omniview Motionless
Camera Orientation System."
9. 60/021,644 filed July 12,1996 - entitled "Broadcast Data Retrieval System
with Data Filters and Browser" (this is a provisional application).
Appendix A - 1
20
10. Serial No. not assigned, filed October 31, 1996, Docket No.01096-57674 -
entitled "Method and Apparatus for Providing Perceived Video Viewing Experiences
Using Still Images," and for its corresponding provisional filed application,
Serial No. 60/012,033, filed February 21, 1996.
11. Serial No. not assigned, filed December 9, 1996, Docket No. 01096-02449 -
entitled "Omniview Motionless Camera Orientation System Distortion Correcting
Sensing Element."
12. (Japan) 511159/92 filed January 13, 1993 - entitled "Omniview Motionless
Camera Orientation System."
13. (Europe) 92911877.06 filed January 12, 1993 - entitled "Omniview Motionless
Camera Orientation System."
14. (Europe) 94101834.3 filed July 2, 1994 - entitled "Omniview Motionless
Camera Surveillance System."
15. (Japan) 047651/94 filed _____________- entitled "Omniview Motionless Camera
Surveillance System."
16. (PCT) PCT/US96/10484 filed June 21, 1996 - entitled "Method and Apparatus
for Creating Spherical Images."
Appendix A - 2
▇▇
▇▇▇▇▇▇▇▇ ▇
LICENSED PRODUCTS
DISCOVERY Selected Destinations
Appendix B - 1
22
APPENDIX C
MOTOROLA PATENTS
1. U.S. Patent No. 5,489,940, Feb. 6, 1996, entitled - An Electronic Image
System And Sensor for Use Therefor
2. WO 96/08105, filed July 31, 1995, entitled - Method For Creating Image
Data
3. WO 96/26610, filed Jan. 16, 1996, entitled - Broadcasting Pural Wide
Angle Images
4. WO 96/26611, filed Jan. 16, 1996, entitled - Wide Angle Interactive
Viewing Of Broadcast Program
5. WO 96/18262, filed Oct. 27, 1995, entitled - An Electronic Image System
And Sensor For Use Therefor
6. U.S. Patent Application Ser. No. 08/431,185, filed (not available)
entitled - Method and System For Providing An Animated Image Sequence
Using Wide-Angle Images
7. U.S. Patent Application Ser. No. 08/303,927, filed (not available)
entitled - Method For Creating Image Data
8. U.S. Patent Application Ser. No. 08/392,705, filed Feb. 23, 1995,
entitled - Methods and System For Interactively Viewing A Broadcast
Program
9. U.S. Patent Application Ser. No. 08/741,008, filed (not available)
entitled - Interactive Image Display System
10. U.S. Patent Application Ser. No. 08/440,015, filed (not available)
entitled - Interactive Image Display System
11. U.S. Patent Application Ser. No. 08/392,593, filed Feb. 23, 1995,
entitled - Method and System For Broadcasting An Interactively Viewable
Program
12. U.S. Patent Application Ser. No. 08/640,637, filed (not available)
entitled - Geographical Exploitation System and Method
13. U.S. Patent Application Ser. No. 08/652,251, (file wrapper continuation
from abandoned U.S. Patent Application Ser. No. 08/303,927
14. U.S. Patent Application Ser. No. 08/512,876, filed Aug. 9, 1995, which
is a continuation application claiming priority from U.S. Patent No.
5,489,940
Appendix C - 1